OPINION

Mr. Smith, President
ABC Management Company
Management Company Address  
City, State Zip Code

Dear Mr. Smith:

We have examined the schedule of gross sales as reported by The Tenant for the period January 1, 1998 through December 31, 2000 as provided for by the lease agreement for Shopping Center.

Our examination was made in accordance with generally accepted auditing standards and, accordingly, included such tests of the accounting records and such other procedures, as we consider necessary.

In our opinion, based upon the information provided by your company and the tenant, the schedule of gross sales referred to above does not present fairly the gross sales of The Tenant for the period January 1, 1998 through December 31, 2000 on the basis specified in the lease agreement referred to above.  The results of our examination are presented in the accompanying schedules.

Respectfully yours,